SOUTHLAND SEPARATE ACCOUNT L1
NSAR-U, 1999-02-24
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File Number 811-9106
For period ending 12/31/98


                                   FORM N-SAR

                               SEMI-ANNUAL REPORT

                       FOR REGISTERED INVESTMENT COMPANIES

Report for six month period ending:      /    /                  (a)
         or fiscal year ending:          12/31/98                (b)
Report for the transition period ending:     /   /               (c)

[If transition report also complete (a) or (b) above]

Is this an amendment to a previous filing (Y/N):                 N

Those items or sub-items with a box "[/]" after the term number should be
completed only if the answer has changed from the previous filing on this form.
- --------------------------------------------------------------------------------


1.  A.   Registrant Name:     SOUTHLAND SEPARATE ACCOUNT L1
    B.   File Number:         811-9106
    C.   Telephone Number:    (770) 980-5100

2.  A.   Street:              5780 Powers Ferry Road
    B.   City:                Atlanta
    C.   State:               Georgia
    D.   Zip Code:            30327                     Zip Ext:           4390
    E.   Foreign Country:                               Postal Code:
3.  Is this the first filing on this form by Registrant? (Y/N)                 Y
4.  Is this the last filing on this form by Registrant? (Y/N)                  N
5.  Is Registrant a small business investment company (SBIC)? (Y/N)            N
    [If answer Is "Y", complete only items 89 through 110.]
6.  Is Registrant a unit investment trust (UIT)? (Y/N)                         Y
    [If answer is "Y", complete only items 111 through 132.]


<PAGE>

File Number 811-9106
For period ending 12/31/98


                             UNIT INVESTMENT TRUSTS


111.  A. [/]    Depositor Name:
      B. [/]    File Number (If any):
      C. [/]    City:                 State:         Zip Code:         Zip Ext.:

112.  A. [/]    Sponsor Name:
      B. [/]    File Number (If any):
      C. [/]    City:  Denver         State:         Zip Code:         Zip Ext.:

113.  A. [/]    Trustee Name:
      B. [/]    City:                 State:         Zip Code:         Zip Ext.:

114.  A. [/]    Principal Underwriter:
      B. [/]    File Number:
      C: [/]    City:                 State:         Zip Code:         Zip Ext.:

115.  A. [/]    Independent Public Account Name:
      B: [/]    City:                 State:         Zip Code:         Zip Ext.:

116. Family of investment companies information:
      A. [/]    Is Registrant part of a family of investment companies? (Y/N)
      B. [/]    Identify the family in 10 letters:
      (NOTE: In filing this form, use this identification consistently for all
      investment companies in family. This designation is for purposes of this
      form only.)

117.  A. [/]    Is Registrant a separate account of an insurance company? (Y/N)
      If answer is "Y", are any of the following types of contracts funded by
      the Registrant:
      B. [/] Variable annuity contracts (Y/N)
      C. [/] Scheduled premium variable life contracts (Y/N)
      D. [/] Flexible premium variable life contracts (Y/N)
      E. [/] Other types of insurance policies registered under the
             Securities Act of1933? (Y/N)

118.  [/] State the number of series existing at the end of the period that
          had securities registered under the Securities Act of 1933.

119.  [/] State the number of new series for which registration statements
          under the Securities Act of 1933 became effective during the period

120.  [/] State the total value of the portfolio securities on the date of
          deposit of the new series included in item 119 ($000 omitted)

121.  [/] State the number of series for which a current prospectus was in
          existence at the end of the period

122.  [/] State the number of existing series for which additional units
          were registered under the Securities Act of 1933 during the current
          period.

123.  [/] State the total value of the additional units considered in
          answering item 122 ($000 omitted)


<PAGE>

File Number 811-9106
For period ending 12/31/98



124.  [/] State the total value of units of prior series that were placed in
          the portfolios of subsequent series during the current period (the
          value of these units is to be measured on the date they were placed in
          the subsequent series

125.  [/] State the total dollar amount of sales loads collected (before
          reallowances to other brokers or dealers) by Registrant's principal
          underwriter and any underwriter which is an affiliated person of the
          principal underwriter during the current period solely from the sale
          of the units of all series of Registrant ($000's omitted).

126.      Of the amount shown in item 125, state the total dollar            $ 0
          amount of sales loads collected from secondary market
          operations in Registrant's units (include the sales loads,
          if any, collected on units of a prior series placed in the
          portfolio of a subsequent series)


127.      List opposite the appropriate description below the number of series
          whose portfolios are invested primarily (based upon a percentage of
          NAV) in each type of security shown, the aggregate total assets at
          market value as of a date a or near the end of the current period of
          each such group of series and the total income distributions made by
          each such group of series during the current period (excluding
          distributions of realized gains, if any):
<TABLE>
<CAPTION>

                                                               Number       Total Assets    Total Income Distributions
                                                              of Series   ($000's omitted)    ($000's omitted)
                                                              Investing
<S>  <C>                                                          <C>     <C>                 <C>
A.   U.S. Treasury direct issues                                           $                  $
B.   U.S. Government agency                                                $                  $
C.   State and municipal tax-free                                          $                  $
D.   Public Utility debt                                                   $                  $
E.   Brokers or dealers debt or debt of brokers' or dealers'               $                  $
     parent
F.   All other corporate intermediate & long-term debt                     $                  $
G.   All other corporate short-term debt                                   $                  $
H.   Equity securities of brokers or dealer or parent of                   $                  $
     brokers or dealers
I.   Investment company equity securities                                  $                  $
J.   All other equity securities                                   1       $ 25,225           $ 0
K    Other securities                                                      $                  $
L.   Total Assets of all series of Registrant                              $ 25,225
</TABLE>


128.  [/] Is the timely payment of principal and interest on any               N
          of the portfolio securities held N by any of Registrant's
          series at the end of the current prior insurance or
          guaranteed by an entity other than the issuer? [If answer is
          "N" (No), go to item 131.]

129.  [/] Is the issuer of any instrument covered in item 128 delinquent or
          in default as to payment of principal or interest at the end of the
          current period?
<PAGE>

File Number 811-9106
For period ending 12/31/98


130.  [/] In computations of NAV or offering price per unit, is any par of
          the value attributed to instruments identified in item 129 derived
          from insurance or guarantees?

131.      Total expense incurred by all series of Registrant during      $ 3,023
          the current reporting period ($000's omitted).

132.  [/] List the "811" Investment Company Act of 1940)
          registration number for all Series of Registrant that are
          being included in this filing.







This Report is signed on behalf of the Registrant in the City of Atlanta and
State of Georgia on the 24th day of February, 1999.



Name of Registrant:                             Southland Separate Account L1



Name of Depositor:                              Southland Life Insurance Company


                                      By:       /s/: JAMES D. THOMPSON
                                                James D. Thompson
                                                President




                                 Witness:       /s/: DANIEL B. LAZARUS
                                                Daniel B. Lazarus
                                                Director - Variable Compliance


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